Conflict of Interest (COI) and Related Party Transactions (RPTs)

Conflicts of Interest (COI) and Related Party Transactions (RPTs) are critical governance issues for listed corporations and their subsidiaries. Mismanagement of COI and RPTs can lead to regulatory penalties, reputational harm, and financial losses. This course provides participants with a comprehensive understanding of COI and RPTs, covering regulatory requirements, roles of key stakeholders, and effective governance frameworks to ensure compliance and integrity.

This course is designed for:

Board Directors of listed corporations and their subsidiaries
Senior Management and Audit Committee Members
Governance, Risk, and Compliance (GRC) Professionals
Internal and External Auditors

COI and RPT Regulations: Gain familiarity with the regulatory requirements under the Companies Act 2016, Securities Commission Guidelines, and Bursa Malaysia’s Main Market Listing Requirements (including the latest 2023 amendments).
Governance Roles: Understand the responsibilities of the Board, Audit Committee, Nominating Committee, and Management in addressing COI and RPTs.
Best Practices: Learn to document compliance, ensure arm’s length transactions, and establish transparency, accountability, and integrity in RPTs.
Practical Insights: Explore case studies showcasing what went wrong in COI and RPT mismanagement, and learn from these real-world examples.

By the end of this course, participants will:

Identify and address COI and RPT risks within their organizations.
Understand the frameworks and tools available to ensure compliance with regulatory requirements.
Implement robust documentation practices to validate arm’s length transactions and adherence to governance standards.
Develop strategies to mitigate risks associated with recurrent related party transactions (RRPTs).

Introduction to COI and RPTs:
- Definitions and concepts of COI, Related Parties (RP), and RPTs
- Overview of regulatory perspectives: Companies Act 2016, Securities Commission Guidelines, and Main Market Listing Requirements (including latest amendments on COI)
- Roles of key stakeholders (Board of Directors, Audit Committee, Nominating Committee, Management and Auditors) in addressing COI & RPTs
Governance and Documentation:
- Audit Committee’s concerns in reviewing RPTs – Tools available under the Corporate Governance Guide (4th Edition)
- Governance, risk and control (GRC) framework in RPT/RRPT
- “Arm’s length” definition and documentation (including the Tax Corporate Governance Framework and transfer pricing matters under the tax regime)
- The Related Party Transactions framework
Case Studies:
- Analysis of real-world examples highlighting governance failures and corrective actions
- Deployment of Internal Auditors and External Auditors in oversight and risk management
Key Takeaways and Q&A Session:
- Summary of key learning points
- Open discussion for addressing participant queries

This course equips participants with practical knowledge and tools to manage COI and RPTs effectively. By integrating governance frameworks, participants will be better prepared to safeguard their organizations against regulatory risks and reputational damage.

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